January 10, 2019 Minutes

Quorum

Quorum reached and meeting called to order at 17:32 UTC.

Attendees

  • Carol
  • Simon
  • Italo
  • Vicky
  • Allison
  • Josh
  • Molly
  • Richard
  • Chris

Board Members

Guests

Expected, but Not Present

Sent Regrets

  • Patrick
  • Faidon

Officer Reports

 

Motion (Carol): Approve and post the meeting minutes of November Face to Face (Nov 13 and 14, 2018).

https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2018fallf2fdraftminutes

Second ().

Discussion:

Vote: 7 Yes; 0 No; 2 Abstain.
Motion (Carol): Approve and post the meeting minutes of December 13, 2018.

https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20181213draftminutes

Second (Vicky).

Discussion:

Vote: 6 Yes; 0 No; 2 Abstain.

  • Treasurer's report (Josh), see Appendix A
  • $330k in assets at end of 2018
  • Some outstanding liabilities
  • $66k of assets for ClearlyDefined
  • Two sponsorships due 
  • All paid up otherwise for 2018 sponsorships
  • Standards activity: 
  • have a list of 6 companies we expect to chip in; 
  • 3 are already baseline sponsors
  • 3 we hope to sponsor but haven't yet
  • Have $60k in annual revenue from companies with a vested interest in standards
  • No line item donations for standards; not expected for the next quarter or two
  • Should spend conservatively until we see companies make their commitments specifically for that activity
  • President's report (Simon)
  • Attended CONSULCon, followed up with call. CONSUL plans to incorporate in The Netherlands as a Stichting and would like to know if OSI would be a founding trustee. OSI would share fiduciary responsibility and appoint a Trustee in perpetuity.
  • Need to appoint someone to be a trustee and that person would participate in board meetings ("similar or less than being a board director for OSI")
  • Minimal commitment
  • Staff is fully funded
  • Simon has already attended all their meetings & is willing to continue to represent OSI

Motion (Simon): Agree to be a Trustee of Consul foundation in Netherlands

Second (Italo)

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain    

  • Discussion with LPI about offering their members membership was reiterated, deferred awaiting the Affiliates call
  • Discussion with OFE & FSFE about further collaboration around EU Copyright Directive
  • Vicky working with Juniper folks on EU JRC 
  • Vicky talking with SD Times - Christina Cardoso

General Manager Report

  • OSI staff "To Do" list.
  • Simon made some comments and proposed changes - words as they stand are still too vague
  • Two places to reduce scope on what would potentialy be a conflict of interest to instead relate to current/actual conflicts
  • Now waiting on Patrick and Mark for next steps

Board Topics

  • Election cycle is starting - nominations open on Feb 1  - need email or blog post to announce 
  • Status of the OSD affirmation statement progress (Vicky)
  • Next step is with Patrick to get petition module for CiviCRM 
  • Molly drafting email
  • Coordinate statement with elections and other activities going on
  • Get statement out and make it clear we'd like feedback? - likely not, might end up not having the intended effect
  • Vicky will ping Patrick re: CiviCRM contact
  • Consider putting a person on contract for CiviCRM for future issues
  • CopyLeft Conf sponsorship status (Molly)
  • Molly will draft email and cc board saying we won't be sponsoring
  • Italo and Chris will be speaking at Copyleft Conf
  • FOSDEM plans (Italo)
  • Have a booth and need to decide who's staffing it
  • The booth is in the same hall as last year (Building K) but we'll need someone else staffing it other than Italo this year
  • TDF folks might be willing to help out?
  • Italo will put together a spreadsheet of timing for booth and others will need to fill in for shifts
  • Agree on channel for talking to each other - Signal or IRC?
  • CHM event plans & progress
  • Haven't heard back from Nick

Membership Topics

 
  • Status of AspirationTech's membership? (via Chris)
  • What is the current status - need to ping Patrick
  • Affiliates call progress & plan (Italo)
  • 18 folks who will be attending
  • Patrick will send a reminder email for folks who haven't filled in the doodle
  • Main call on Friday evening CET
  • There will be another on Thursday in later evening CET for Africa etc
  • Italo will share via email the timings for calls and slides for the topics

Communications Topics

Fundraising Topics

 
  • Update on November/December fundraising 
  • Two sponsorships closing
  • Very interesting to see how fundraising goes in the next few months for sponsors to resign

Legal Topics

 
  • "[License-review] 2018 December Summary"
  • We like it!
  • Need to break it up to make it a little more readable and a little less dry
  • Needs an overview as well to get recommendations 
  • Vicky in conversation with opensource.com for republishing this for their site
  • Syndication of this would be good
  • Server Side Public License v2
  • If proposed license review process were already in place, a decision was due on 2018-12-21. Recommendation is to defer for another 30-day discussion cycle since discussion remains active.  
  • Apply newly adopted process to this license review
  • Consider voting on this at the next board meeting
  • Approve proposed license review process? (Submitted for discussion on license review 2018-12-07)
  • Should communicate we're happy to take improvements and suggestions
  • Add review of the license review process at each face to face board meeting

Motion (Richard): Approve license review process as formally adopted policy and published document.

Second (Simon).

Discussion: Make sure we communicate we're happy to take improvements and suggestions to the process, potentially with a timescale if there's a reasonable expectation of following it.

Vote: 9 Yes; 0 No; 0 Abstain.

Infrastructure Topics

Incubator/Project Topics

 
  • ClearlyDefined update
  • Standards
  • OSI is now a member of ETSI

Next Board Meeting

The next OSI board meeting is scheduled for February 14, 2019.

Meeting adjourned at...

 

Appendix A - Treasurer's Report

 

Appendix A - Treasurer's ReportTreasurer's Report For the Month Ending December 31, 2018Total Assets at Beginning of Period (12/01/18) $331,557Revenue or Sources of Funds

  • Contributions: $22,164
  • Memberships: $840
  • Interest: $7

Total Revenue or Sources of Funds: 

$23,011Expenses or Uses of Funds

  • Compensation: $10,286
  • Legal & Professional Fees: $2,961
  • Office Expenses: $147
  • Program Service Expense: $20,000
  • Promotional Expense: $0
  • Travel & Entertainment: $703
  • Other Expenses: $452

Total Expenses or Uses of Funds: 

$34,849

Change in Accounts Payable: 

-$20,476

Total Assets at Beginning of Period (11/30/18): $303,621
Appendix A.1 - Treasurer's Report

Open Source Initiative:

ClearlyDefined

Balance Sheet as of December 31, 2018ASSETS | 12/31/18 (Actual) | 02/28/18 (Projected) (1) |

  • Banking
  • Cash-Clearly Defined | $66,587 | $6,130 |
  • Total Banking | $66,587 | $6,130 |

Total Assets | $66,587 | $6,130 |LIABILITIES AND EQUITY

  • Liabilities
  • Accounts Payable | $20,152 | $0 See AP Aging |
  • Total Equity | $20,152 | $0 |
  • Equity
  • Temporarily Restricted Net Assets-Clearly Defined | $46,435 | $6,130 |
  • Total Equity | $46,435 | $6,130 |

Total Liabilities and Equity | $46,435 | $6,130 |(1) Based on projected contract payments and wire transfer fees for January-February 2019